NEW YORK, December 2, 2021 / PRNewswire / – Pomerantz LLP announces that a class action lawsuit has been filed against Alfi, Inc. (âAlfiâ or the âCompanyâ) (NASDAQ: ALF; ALFIW) and certain of its officers and directors. The class action, filed in United States District Court of the Southern District of Florida, and registered under 21-cv-24232, is in the name of a class composed of all persons and entities other than the Defendants who have purchased or otherwise acquired: (a) ordinary shares or warrants of Alfi in accordance with and / or traceable to the Documents below) issued as part of the Company’s initial public offering on or around May 4, 2021 (the âIPOâ or âOfferâ); and / or (b) Alfi titles between May 4, 2021 and November 15, 2021, both dates included (the âRecourse Periodâ). The plaintiff is pursuing actions against the defendants under the Securities Act of 1933 (the âSecurities Actâ) and the Securities Exchange Act of 1934 (the âExchange Actâ).
If you are a shareholder who purchased Alfi ordinary shares or warrants in accordance with the Offer Documents issued in connection with the Company’s IPO and / or Alfi securities during the Recourse Period, you have up to January 31, 2022 ask the court to appoint you as the principal plaintiff for the group. A copy of the complaint can be obtained at www.pomerantzlaw.com. To discuss this action, contact Robert S. Willoughby at [email protected] or 888.476.6529 (or 888.4-POMLAW), toll free, Ext. 7980. Those inquiring by e-mail are encouraged to provide their mailing address, telephone number and the number of shares purchased.
[Click here for information about joining the class action]
Alfi provides interactive artificial intelligence and machine learning software solutions.
At January 8, 2021, Alfi filed a registration statement on Form S-1 with the United States Securities and Exchange Commission (âSECâ) in connection with the IPO, which, after several modifications, was declared effective by the SEC on May 3, 2021 (the “Declaration of Registration”).
At May 5, 2021, Alfi filed a prospectus on Form 424B4 with the SEC in connection with the IPO, which was part of the registration statement (the âProspectusâ and, along with the registration statement, the âDocuments of ‘offer’).
In accordance with the offer documents, Alfi proceeded to the IPO, selling approximately 3.7 million common shares and approximately 3.7 million warrants to the public at the offer price of $ 4.15 per share and warrant for approximate proceeds accruing to the Company of $ 14 million after discounts and applicable subscription fees, and before expenses.
The complaint alleges that the offering documents were negligently prepared and, therefore, contained false statements of material fact or failed to state other facts necessary to make the statements made not misleading and were not prepared in accordance with the rules and regulations governing their preparation. The complaint also alleges that, throughout the Class Period, the Defendants made materially false and misleading representations regarding the Company’s business, operations and compliance policies. Specifically, the Offer Documents and the Defendants made false and / or misleading statements and / or failed to disclose that: (i) Alfi maintained deficient disclosure controls and procedures and internal control over financial reporting ; (ii) accordingly, the Company and its employees could and have effectively participated in corporate transactions and other matters without sufficient and appropriate consultation with or approval by the Board of Directors of the Company (the âBoardâ ); (iii) all of the above increased the risk of internal and regulatory investigations on the Company and its employees; (iv) all of the foregoing, when disclosed, was likely to have a material adverse effect on the reputation of the Company, its financial condition and its ability to timely file periodic reports with the SEC; and (v) accordingly, the Company’s public statements were materially false and misleading at all material times.
At 28 October 2021, Alfi disclosed in an SEC filing that the 22 October 2021, the Board of Directors appointed the Chief Executive Officer (âCEOâ) Paul Antonio Pereira (“P. Pereira”), Chief Technology Officer Charles Raglan Pereira (“C. Pereira”) and Chief Financial Officer (“CFO”) Dennis mcintosh (“McIntosh”) “on administrative leave with pay and authorized an independent internal investigation into certain company transactions and other matters.” This filing further revealed, among other changes, that the 22 October 2021, the board had appointed a new chief executive officer and interim chairman, and that â[o]m 28 October 2021, MC Pereira’s employment with the Company was terminated. “
On this news, Alfi’s stock price fell $ 1.24 per share, or 21.91%, to close at $ 4.42 per share on October 29, 2021.
At November 1, 2021, Alfi disclosed in a separate SEC filing, among other things, that the chairman of the company’s audit committee had resigned from the board, and details regarding the company’s transactions and matters that had rushed the internal investigation into P. Pereira, C. Pereira and McIntosh. According to this file, the internal investigation resulted from “the purchase by the Company of a condominium for a purchase price of approximately $ 1.1 million“and” the Company’s commitment to sponsor a sports tournament in the amount of $ 640,000, “both of which were undertaken by the management of the Company without sufficient and appropriate consultation or approval of the Board of Directors”.
Then on November 15, 2021, Alfi revealed that he “received a letter from the staff of the [SEC] indicating that the Company, its affiliates and agents may possess documents and data relevant to an ongoing investigation by SEC personnel “and” that such documents and data should be reasonably retained and retained until further notice . “According to Alfi,”[t]Documents to be retained and retained include documents and data created on or after April 1, 2018 this[,]”among others,” were created, modified or consulted by certain former and current officers and directors of the Company or any other officer or director of the Company “or” relate or refer to the co-ownership or sponsorship of a sports tournament identified in the Company’s Current Report on Form 8-K filed on November 1, 2021, or financial reporting and disclosure controls, policies or procedures. “
Also on November 15, 2021, Alfi announced “that Louis A. Almerini, CPA, was appointed by the [Board] act as a temp [CFO], effective November 8, 2021. “
Finally, on November 16, 2021, Alfi has filed notice of his inability to timely file his quarterly report on Form 10-Q with the SEC for the quarter ended September 30, 2021 (the “3Q21 10-Q”). This cited file, among others, “Recent changes in [CEO] and [CFO] and as chairman of the audit committee âof the board, as well as the need forâ a new registered independent public accounting firm â, as reasons for the inability of the company to timely file 3Q21 10 -Q.
As a result of these disclosures, the Company’s share price fell $ 0.24 per share, or 5.21%, to close at $ 4.37 per share on November 16, 2021.
At the time of the filing of the complaint, the price of the ordinary shares and the Alfi warrants was trading below the $ 4.15 per share Offer price, harmful for investors.
Pomerantz LLP, with offices in new York, Chicago, Los Angeles, Paris, and Tel Aviv, is recognized as one of the leading firms in the areas of corporate, securities and antitrust litigation. Founded by the late Abraham L. Pomerantz, known as the dean of the class actions bar, Pomerantz was a pioneer in the field of securities class actions. Today, more than 85 years later, Pomerantz continues the tradition he established, fighting for the rights of victims of securities fraud, breach of fiduciary duty and professional misconduct. The firm has recovered numerous multi-million dollar damages on behalf of the members of the group. See www.pomlaw.com.
Robert S. Willoughby
888-476-6529 ext 7980
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SOURCE Pomerantz LLP